China XLX Fertiliser Ltd

CORPORATE GOVERNANCE REPORTDealing In SecuritiesThe Company has in place a policy prohibiting share dealings by Directors and employees of the Company forthe period of two weeks prior to the announcement of the Company’s quarterly results and one month prior tothe announcement of the yearly results as the case may be, and ending on the date of the announcement of therelevant results. Directors and employees are expected to observe the insider trading laws at all times even whendealing in securities within permitted trading period.Interested Person Transactions PolicyThe Company adopted an internal policy in respect of any transactions with interested person and has establishedprocedures for review and approval of the interested person transactions entered into by the Group. The AuditCommittee has reviewed the rationale and terms of the Group’s interested person transactions and is of the viewthat the interested person transactions are on normal commercial terms and are not prejudicial to the interests ofthe shareholders.The interested person transactions transacted for the financial year ended 31 December 2008 by the Group are asfollows:Name of Interested PersonAggregate value of all interestedperson transactions conducted(excluding transactions less than$100,000 and transactions conductedunder shareholders’ mandatepursuant to Rule 920)RMB’000Aggregate value of all interestedperson transactions conducted undershareholders’ mandate pursuant toRule 920 (excluding transactions lessthan $100,000)RMB’000Henan Xinlianxin Chemicals Co.,Ltd. Group 26,531 –Material ContractsThere was no material contracts entered into by the Company or any of its subsidiary companies involving theinterest of the Chief Executive Officer, any Director, or controlling shareholder.Annual Report 200834